Common use of Further Assurances, etc Clause in Contracts

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to such Collateral Agentas the Lender may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper in principal amount less than $10,000) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral AgentLender; (cb) execute file (and file hereby authorize the Lender to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby; and; (c) at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, at the request of the Lender, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper; (e) furnish to the Collateral AgentLender, from time to time at the Collateral Agent's Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detail. With respect ; and (f) do all things reasonably requested by the Lender in accordance with this Security Agreement in order to enable the foregoing Lender to have and the grant of the security interest hereunder, the Grantor hereby authorizes maintain control over the Collateral Agent to file one or more financing or continuation statementsconsisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and amendments thereto, relative to all or any part of the Collateral without the signature of the Electronic Chattel Paper. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (d) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx mark conspicuously each document included in the Inventory, each chattel paper exxx Chattel Paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, or negotiable document or chattel paperdocument, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, or negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726ss.3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to Authenticate and to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (db) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may requestreasonably request in writing, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its the rights and remedies of the Secured Parties hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at from time to time upon the request of the Collateral Agent, xxxx conspicuously each document included promptly deliver to the Collateral Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryCollateral Agent, each chattel paper included in with respect to such Collateral as the Receivables Collateral Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if name of any Receivable having a value of at least $500,000 shall be evidenced nominee designated by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) execute file (and file hereby authorize the Collateral Agent and the Collateral Agent to file) such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (dc) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent and the Collateral Agent to file one or more financing or continuation statementsmake all relevant filings with the PTO, the United States Copyright Office and, after the occurrence and amendments theretoduring the continuance of an Event of Default, relative to all or any part corresponding offices in other countries of the Collateral without the signature world in respect of the Intellectual Property Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaws.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (db) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Partnership Pledge Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will: (a) at the request of the Collateral Agent, xxxx mxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request asset forming a part of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance reasonably satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirablenecessary, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (d) if requested by the Administrative Agent, each Grantor which owns or leases Equipment which is subject to a certificate of title statute that requires notation of a lien thereon to perfect a security interest therein shall deliver to the Administrative Agent all original certificates of title for such Equipment, shall take all necessary steps to cause the Administrative Agent’s security interest be perfected in accordance with such statute and deliver to the Administrative Agent a schedule in reasonable detail describing such Equipment, registration number, license number and all other information required to comply with such statute; provided, however, that until the Administrative Agent makes such a request under this clause, the parties hereto acknowledge that the security interest of the Administrative Agent in such Collateral has not been perfected and all the representations and warranties, covenants and Events of Default contained herein and in the other Loan Documents which would otherwise be violated shall be deemed modified to reflect the foregoing and not be violated; and (e) if requested by the Administrative Agent, execute and deliver confirmatory written instruments, and obtain any consents, waivers or agreements, as may be necessary, or as the Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby, but any such Grantor’s failure to do so shall not affect or limit the security interest granted hereby or the Administrative Agent’s other rights in and to the Collateral. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to Authenticate and to file one or more U.C.C. financing or continuation statements, and amendments thereto, relative to all and make filings with the United States Patent and Trademark Office or United States Copyright Office (or any part successor office or any similar office in any other country), in each case for the purpose of perfecting, confining, continuing, enforcing or protecting the Collateral security interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor where permitted by lawGrantors as debtors and the Administrative Agent as secured party. A carbon, photographic photographic, telecopied or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by lawLaw.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to such Collateral Agentas the Lender may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper in principal amount less than $100,000) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral AgentLender; (cb) execute file (and file hereby authorize the Lender to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby; and; (c) at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, at the request of the Lender, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper; (e) furnish to the Collateral AgentLender, from time to time at the Collateral Agent's Lender’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect ; and (f) do all things reasonably requested by the Lender in accordance with this Security Agreement in order to enable the foregoing Lender to have and the grant of the security interest hereunder, the Grantor hereby authorizes maintain control over the Collateral Agent to file one or more financing or continuation statementsconsisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and amendments thereto, relative to all or any part of the Collateral without the signature of the Electronic Chattel Paper. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets, whether now owned or hereafter acquired” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral (other than, as to perfection, Excluded Perfection Collateral) subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral (other than, as to perfection, Excluded Perfection Collateral) or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, (i) promptly transfer any securities constituting Collateral into the Collateral with a legend, in form name of any nominee designated by the Administrative Agent and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (bii) if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such Instrument, negotiable Document, promissory note, instrument, negotiable document Pledged Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to The authorization contained in Section 4.10(b) above shall be irrevocable and continuing until the foregoing and the grant of the security interest hereunder, the Termination Date. Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request asset forming a part of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance reasonably satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirablenecessary, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (d) if requested by the Administrative Agent, each Grantor which owns or leases Equipment which is subject to a certificate of title statute that requires notation of a lien thereon to perfect a security interest therein shall deliver to the Administrative Agent all original certificates of title for such Equipment, shall take all necessary steps to cause the Administrative Agent’s security interest be perfected in accordance with such statute and deliver to the Administrative Agent a schedule in reasonable detail describing such Equipment, registration number, license number and all other information required to comply with such statute; provided, however, that until the Administrative Agent makes such a request under this clause, the parties hereto acknowledge that the security interest of the Administrative Agent in such Collateral has not been perfected and all the representations and warranties, covenants and Events of Default contained herein and in the other Loan Documents which would otherwise be violated shall be deemed modified to reflect the foregoing and not be violated; and (e) if requested by the Administrative Agent, execute and deliver confirmatory written instruments, and obtain any consents, waivers or agreements, as may be necessary, or as the Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby, but any such Grantor’s failure to do so shall not affect or limit the security interest granted hereby or the Administrative Agent’s other rights in and to the Collateral. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to Authenticate and to file one or more U.C.C. financing or continuation statements, and amendments thereto, relative to all and make filings with the United States Patent and Trademark Office or United States Copyright Office (or any part successor office or any similar office in any other country), in each case for the purpose of perfecting, confining, continuing, enforcing or protecting the Collateral security interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor where permitted by lawGrantors as debtors and the Administrative Agent as secured party. A carbon, photographic photographic, telecopied or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by lawLaw.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral (except, with respect to Intellectual Property Collateral, the parties acknowledge that the obligation with respect to perfection shall apply only to the United States). Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the reasonable request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining (i) promptly deliver to the Collateral with a legendAgent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance satisfactory to the Collateral Agent, indicating that with respect to such documentCollateral as the Collateral Agent may request and (ii) after the occurrence and during the continuance of any Specified Default, chattel paper, Related Contract or promptly transfer any securities constituting Collateral is subject to into the security interest granted hereby; (b) name of any nominee designated by the Collateral Agent if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) execute file (and file hereby authorizes the Collateral Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (c) deliver to the Collateral Agent and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Collateral Agent, all Investment Property constituting Collateral, all dividends and Distributions (but, in the case of cash dividends and Distributions, only in the case of the occurrence and continuance of an Event of Default) with respect thereto, and all interest and principal with respect to Promissory Notes (but, in the case of such interests and principal paid in cash, only in the case of the occurrence and continuance of an Event of Default), and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral to the extent required hereunder; (d) [Reserved] (e) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 5.4; (f) not create any tangible Chattel Paper with a value in excess of $500,000 without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper; (g) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (h) to the extent required under this Agreement, do all things reasonably requested by the Collateral Agent in accordance with this Security Agreement in order to enable the Collateral Agent to have and maintain control over the Collateral consisting of Motor Vehicles, Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without in any jurisdiction and with any filing officers as the signature Collateral Agent may deem necessary or advisable and to make all relevant filings with the United States Patent and Trademark Office and the United States Copyright Office in respect of the United States Owned Intellectual Property Collateral. Each Grantor where permitted by law. A carbonhereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets now existing or hereafter acquired” or words to that effect, photographic or other reproduction of notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by lawAgreement.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirabledesirable (provided that it is reasonable), or that the Collateral Agent Secured Party may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document Document (evidencing title) included in the Inventory, each chattel paper Chattel Paper included in the Receivables and each Related Contract and, at the request of the Collateral AgentSecured Party, and upon the occurrence and during the continuance of an Event of Default, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral AgentSecured Party, indicating that such documentDocument, chattel paperChattel Paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note Promissory Note or other instrumentInstrument, negotiable document Document or chattel paperChattel Paper, deliver and pledge to the Collateral Agent Secured Party hereunder such promissory notePromissory Note, instrumentInstrument, negotiable document Document or chattel paper Chattel Paper duly endorsed and accompanied by duly executed instruments Instruments of transfer or assignment, all in form and substance satisfactory to the Collateral AgentSecured Party; provided, however, if such evidences amounts less than Two Hundred Fifty Thousand Dollars ($250,000) such delivery and pledge shall be at Secured Party’s Request; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments Instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent Secured Party may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Secured Party hereby; (d) promptly execute and file any notice or other required form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof, as the Secured Party may reasonably request; and (de) furnish to the Collateral AgentSecured Party, from time to time at the Collateral Agent's Secured Party’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Secured Party may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Agent Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by lawsuch Grantor. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to such Collateral Agentas the Lender may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper in principal amount less than $[***]) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral AgentLender; (cb) execute file (and file hereby authorizes the Lender to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby; and; (c) at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, at the request of the Lender, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper (provided that so long as no Event of Default is continuing, Chattel Paper and records relating to such Collateral for amounts in each case less than $[***], need only be marked upon Lender’s request); (f) furnish to the Collateral AgentLender, from time to time at the Collateral Agent's Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral (including any real property locations where material Collateral Records or Collateral in excess of $[***] in aggregate are located) as the Collateral Agent Lender may reasonably request, all in reasonable detaildetail (provided however, for so long as no Event of Default has occurred, Lender may not require such additional statements and schedules more than once per fiscal quarter); and (g) do all things reasonably requested by the Lender in accordance with this Security Agreement (including dollar thresholds herein) in order to enable the Lender to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement. Each Grantor also agrees to promptly notify the Lender of any change in the location of any office in which it maintains Collateral Records or any office or facility at which Collateral is located (including the establishment of any such new office or facility).

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuation of its records pertaining to any Event of Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper in principal amount less than $50,000) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; (cb) execute file (and file such financing Grantor hereby authorizes the Administrative Agent to file) such Financing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726§ 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, hereby; and; (c) at all times keep pledged to the Administrative Agent, for the benefit of the Secured Parties, pursuant hereto, on a first-priority (subject to Permitted Liens), perfected basis, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes constituting Collateral, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4 or under the Loan Documents; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper (provided that so long as no Event of Default is continuing, Chattel Paper and records relating to such Collateral for amounts in each case less than $50,000, need only be marked upon the Administrative Agent’s request); (f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement. Notwithstanding anything else herein, the Administrative Agent shall not be liable for the preparation, filing or maintenance of any UCC or other applicable financing statements or instruments, all of which shall be duties of the Grantors.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirabledesirable (provided that it is reasonable), or that the Collateral Agent Secured Party may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document Document (evidencing title) included in the Inventory, each chattel paper Chattel Paper included in the Receivables Receivables, and each Related Contract and, at the request of the Collateral AgentSecured Party, upon the occurrence and during the continuance of an Event of Default each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral AgentSecured Party, indicating that such documentDocument, chattel paperChattel Paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note Promissory Note or other instrumentInstrument, negotiable document Document or chattel paperChattel Paper, deliver and pledge to the Collateral Agent Secured Party hereunder such promissory notePromissory Note, instrumentInstrument, negotiable document Document or chattel paper Chattel Paper duly endorsed and accompanied by duly executed instruments Instruments of transfer or assignment, all in form and substance satisfactory to the Collateral AgentSecured Party; provided, however, if such evidences amounts less than Two Hundred Fifty Thousand Dollars ($250,000) such delivery and pledge shall be at Secured Party’s request; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments Instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent Secured Party may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Secured Party hereby; (d) promptly execute and file any notice or other required form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof, as the Secured Party may reasonably request; and (de) furnish to the Collateral AgentSecured Party, from time to time at the Collateral Agent's Secured Party’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Secured Party may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by lawGrantor. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral (other than, as to perfection, Excluded Certificated Equipment) subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral (other than, as to perfection, Excluded Certificated Equipment) or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included in after the Inventoryoccurrence and during the continuance of any Event of Default, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such Instrument, negotiable Document, promissory note, instrument, negotiable document Pledged Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute and hereby authorizes the Administrative Agent to file such financing filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports . The authorization contained in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof Section 4.13 shall be sufficient as a financing statement where permitted by law.irrevocable and continuing until the Termination Date;

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, (i) promptly transfer any securities constituting Collateral into the Collateral with a legend, in form name of any nominee designated by the Administrative Agent and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (bii) if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such Instrument, negotiable Document, promissory note, instrument, negotiable document Pledged Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports . The authorization contained in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof Section 4.13 shall be sufficient as a financing statement where permitted by law.irrevocable and continuing until the Termination Date;

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or desirablenecessary, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (db) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (c) if requested by the Administrative Agent, execute and deliver confirmatory written instruments, and obtain any consents, waivers or agreements, as may be necessary, or as the Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby, but the Grantor’s failure to do so shall not affect or limit the security interest granted hereby or the Administrative Agent’s other rights in and to the Collateral. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to authenticate and to file one or more U.C.C. financing or continuation statementsstatements for the purpose of perfecting, and amendments theretoconfining, relative to all continuing, enforcing or any part of protecting the Collateral security interest granted by the Grantor, without the signature of the Grantor, and naming the Grantor where permitted by lawas debtor and the Administrative Agent as secured party. A carbon, photographic photographic, telecopied or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by lawLaw.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will: (a) at the request of the Collateral Agent, xxxx mark conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the reasonable request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to such Collateral Agentas the Lender may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper in principal amount less than $75,000) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral AgentLender; (cb) execute file (and file hereby authorize the Lender to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726§ 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby; and; (c) at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis (free and clear of all Liens except for Permitted Liens), at the request of the Lender, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) [reserved]; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper; (f) furnish to the Collateral AgentLender, from time to time at the Collateral Agent's Lender’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Lender in accordance with this Security Agreement in order to enable the Lender to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver file (and pledge hereby authorize the Administrative Agent to the Collateral Agent hereunder file) such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing Filing Statements or continuation statements, or amendments thereto, IP Filings, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be reasonably necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Collateral Agent, xxxx conspicuously each document included promptly deliver to the Collateral Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryCollateral Agent, each chattel paper included in with respect to such Collateral as the Receivables Collateral Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) execute file (and file hereby authorize the Collateral Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (c) deliver to the Collateral Agent and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Collateral Agent, all Investment Property constituting Collateral, all Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper; (f) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (g) do all things requested by the Collateral Agent in accordance with this Security Agreement in order to enable the Collateral Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Secured Party may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Secured Party, promptly deliver to the Secured Party such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Secured Party, with respect to such Collateral Agentas the Secured Party may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Secured Party, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Secured Party; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Secured Party hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral AgentSecured Party; (cb) execute file (and file hereby authorize the Secured Party to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Secured Party may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Secured Party hereby; and; (c) deliver to the Secured Party and at all times keep pledged to the Secured Party pursuant hereto, on a first-priority, perfected basis, at the request of the Secured Party, all Investment Property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any material impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Secured Party indicating that the Secured Party has a security interest in such Chattel Paper; (f) furnish to the Collateral AgentSecured Party, from time to time at the Collateral Agent's Secured Party’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Secured Party may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Secured Party in accordance with this Security Agreement in order to enable the Secured Party to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent Secured Party to file one or more financing or continuation or financing change statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC or PPSA financing statement covering the Collateral or any part thereof shall be sufficient as a UCC or PPSA financing statement where permitted by law. Each Grantor hereby authorizes the Secured Party to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Loan Documents. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note, Pledged Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; . The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Administrative Agent, all Investment Property constituting Collateral (except for Permitted Liens), and, from and after an Event of Default and during the continuation thereof, all Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper; (f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property and/or Deposit Accounts (except for those that are listed in Item 7.1.9 of the Disclosure Schedule to the First Lien Credit Agreement), Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and any amendments thereto, relative and other similar documents necessary or desirable in the opinion of the Administrative Agent to all perfect or maintain the perfection of the Administrative Agent’s or any part Secured Party’s security interest in the Collateral or any portion thereof, in each of the Collateral foregoing cases, without the signature and without further authorization of the such Grantor. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Administrative Agent after the occurrence and during the continuance of any Event of Default promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other an instrument, negotiable document document, promissory note or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document document, promissory note or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute and file (or cause to be filed) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the reasonable request of the Administrative Agent, all investment property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to promissory notes, and all proceeds and rights from time to time received by or distributable to the Grantor in respect of any of the foregoing Collateral; (d) except as otherwise provided by the Credit Agreement or this Security Agreement, not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any payment intangible or other instrument constituting Collateral; (e) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (f) after the occurrence and during the continuance of an Event of Default, do all things reasonably requested by the Administrative Agent in order to enable the Administrative Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of deposit accounts, investment property, electronic chattel paper and letter of credit rights) over any Collateral; and (g) notify the Administrative Agent if the Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $2,500,000 and the Grantor take all such action reasonably requested by the Administrative Agent to grant to the Administrative Agent and perfect a security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. The Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral (other than, as to perfection, Excluded Perfection Collateral) subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral (other than, as to perfection, Excluded Perfection Collateral) or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, (i) promptly transfer any securities constituting Collateral into the Collateral with a legend, in form name of any nominee designated by the Administrative Agent and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (bii) if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such Instrument, negotiable Document, promissory note, instrument, negotiable document Pledged Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; (c) [Reserved]; (d) [Reserved]; and (de) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to The authorization contained in Section 4.11 (b) above shall be irrevocable and continuing until the foregoing and the grant of the security interest hereunder, the Termination Date. Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to such Collateral Agentas the Lender may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper in principal amount less than $20,000) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral AgentLender; (cb) execute file (and file hereby authorizes the Lender to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby; and; (c) at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, at the request of the Lender, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper (provided that so long as no Event of Default is continuing, Chattel Paper and records relating to such Collateral for amounts in each case less than $20,000, need only be marked upon Lender’s request); (f) furnish to the Collateral AgentLender, from time to time at the Collateral Agent's Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral (including any real property locations where material Collateral Records or Collateral in excess of $100,000 in aggregate are located) as the Collateral Agent Lender may reasonably request, all in reasonable detaildetail (provided however, for so long as no Event of Default has occurred, Lender may not require such additional statements and schedules more than once per fiscal quarter); and (g) do all things reasonably requested by the Lender in accordance with this Security Agreement (including dollar thresholds herein) in order to enable the Lender to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement. Each Grantor also agrees to promptly notify the Lender of any change in the location of any office in which it maintains Collateral Records or any office or facility at which Collateral is located (including the establishment of any such new office or facility).

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Lender in and to the Collateral (and any right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by this Security Agreement. Without limiting the generality of the foregoing, the such Grantor will: (a) at from time to time upon the request of the Collateral AgentLender, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining promptly deliver to the Collateral with a legendLender such stock powers, instruments and similar documents, in form and substance reasonably satisfactory to the Lender, with respect to such Collateral Agentas the Lender may reasonably request and will, indicating that such documentfrom time to time upon the request of the Lender, chattel paperafter the occurrence and during the continuance of any Event of Default, Related Contract or promptly transfer any securities constituting Collateral is subject to into the security interest granted hereby; (b) name of any nominee designated by the Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such Instrument, negotiable Document, promissory note, instrument, negotiable document Pledged Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in accordance with the terms of the Intercreditor Agreement and in form and substance reasonably satisfactory to the Collateral AgentLender; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent; (b) take such actions as are requested by the Administrative Agent in order to allow the Administrative Agent to obtain control with respect to all Collateral Agentconsisting of (i) deposit accounts, (ii) investment property, (iii) letter-of-credit rights and (iv) electronic chattel paper; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Administrative Agent after the occurrence and during the continuance of any Event of Default promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other an instrument, negotiable document document, promissory note or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document document, promissory note or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute and file (or cause to be filed) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the reasonable request of the Administrative Agent, all investment property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to promissory notes, and all proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) except as otherwise provided by the Credit Agreement or this Security Agreement not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any payment intangible or other instrument constituting Collateral; (e) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (f) after the occurrence and during the continuance of an Event of Default do all things reasonably requested by the Administrative Agent in order to enable the Administrative Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of deposit accounts, investment property, electronic chattel paper and letter of credit rights) over any Collateral; and (g) notify the Administrative Agent if such Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $2,500,000 and such Grantor take all such action reasonably requested by the Administrative Agent to grant to the Administrative Agent and perfect a security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirabledesirable (provided that it is reasonable), or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document Document (evidencing title) included in the Inventory, each chattel paper Chattel Paper included in the Receivables and each Related Contract and, at the request of the Collateral Administrative Agent, upon the occurrence and during the continuance of an Event of Default each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such documentDocument, chattel paperChattel Paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrumentInstrument, negotiable document Document or chattel paperChattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document Document or chattel paper Chattel Paper duly endorsed and accompanied by duly executed instruments Instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirabledesirable (provided that it is reasonable), or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; (d) promptly execute and file any of notice or other required form under or pursuant to the federal assignment of claims statute, 31 U.S.C. Section 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof, as the Administrative Agent may reasonably request; and (de) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirabledesirable (provided that it is reasonable), or that the Collateral Agent Secured Party may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, : xxxx conspicuously each document Document (evidencing title) included in the Inventory, each chattel paper Chattel Paper included in the Receivables Receivables, and each Related Contract and, at the request of the Collateral AgentSecured Party, upon the occurrence and during the continuance of an Event of Default each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral AgentSecured Party, indicating that such documentDocument, chattel paperChattel Paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note Promissory Note or other instrumentInstrument, negotiable document Document or chattel paperChattel Paper, deliver and pledge to the Collateral Agent Secured Party hereunder such promissory notePromissory Note, instrumentInstrument, negotiable document Document or chattel paper Chattel Paper duly endorsed and accompanied by duly executed instruments Instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; Secured Party; provided, however, if such evidences amounts less than Two Hundred Fifty Thousand Dollars (c$250,000) such delivery and pledge shall be at Secured Party’s request; execute and file such financing or continuation statements, or amendments thereto, and such other instruments Instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent Secured Party may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Secured Party hereby; and (d) promptly execute and file any notice or other required form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof, as the Secured Party may reasonably request; and furnish to the Collateral AgentSecured Party, from time to time at the Collateral Agent's Secured Party’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Secured Party may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by lawGrantor. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.. ATTORNEY IN FACT

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 Contract shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; provided, however, that unless there shall have occurred and be continuing a Default of the nature set forth in Section 8.1.9 of the Term Loan Agreement, a Default in the nature set forth in Clause 10 or 11 of Section 501 of the Senior Secured Note Indenture or an Event of Default, (i) no such promissory note, instrument, negotiable document or chattel paper that has a fair market value of less than $500,000 individually, or (ii) such promissory notes, instruments, negotiable documents or chattel paper that collectively have a fair market value in the aggregate of less than $1,000,000, shall be required to be delivered unless otherwise required pursuant to the Term Loan Agreement, any other Loan Document (as such term is defined in the Term Loan Agreement) the Senior Secured Indenture or any other Collateral Document; (cb) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726PPSA, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (dc) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor will warrant and defend the security interest herein granted unto the Secured Parties by such Grantor in and to the Collateral (and all right, title and interest represented by such Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent any Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor willeach Grantor: (a) at will from time to time upon the request of the Collateral Agent, xxxx conspicuously each document included promptly deliver to the Collateral Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryCollateral Agent, each chattel paper included in with respect to such Collateral as the Receivables Collateral Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Agent, each Agent after the occurrence and during the continuance of its records pertaining to any Specified Event promptly transfer any Capital Securities constituting Collateral into the name of any nominee designated by the Collateral with a legend, in form and substance satisfactory to Agent for the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to ratable benefit of the security interest granted hereby; (b) Secured Parties; if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other an instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) will execute and file (or caused to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent or the other Secured Parties hereby; and; (dc) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one such financing statements and other documents without its signature (to the extent allowed by applicable law); (d) shall not enter into any agreement amending, supplementing or more financing waiving any provision of any Intercompany Note (including any underlying instrument pursuant to which such Intercompany Note is issued), that compromises, releases or continuation statements, and amendments thereto, relative to all or extends the time for payment of any part obligation of the Collateral without maker thereof; (e) shall not take or omit to take any action the signature taking or the omission of which would result in any impairment or alteration of any obligation of the Grantor where permitted by law. A carbon, photographic maker of any Intercompany Note or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.instrument constituting Collateral;

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirableprudent, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will : (a) at the request of the Collateral AgentAgent during an Event of Default, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; ; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; ; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirableprudent, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; and (e) upon the acquisition after the date hereof by the Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to such Collateral or any part thereof as required by the Loan Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at will from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; ; file (cand hereby authorize the Administrative Agent to file) execute and file such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (d) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first‑priority, perfected basis, at the request of the Administrative Agent, all Investment Property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper; furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and do all things requested by the Administrative Agent in accordance with this Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Administrative Agent, all Investment Property constituting Collateral, all Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any material impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper; (f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and (g) do all things requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property (subject to Section 6.25 of the Credit Agreement), Deposit Accounts (other than Excluded Accounts), Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without Collateral; and to make all relevant filings with the signature United States Patent and Trademark Office, the United States Copyright Office and corresponding offices in other countries of the world (except Japan and Taiwan) in respect of the Intellectual Property Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Trustee may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Trustee, promptly deliver to the Trustee such stock powers, instruments and similar documents, satisfactory in form and substance to the Trustee, with respect to such Collateral Agentas the Trustee may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Trustee, after the occurrence and during the continuance of any Specified Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Trustee; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Trustee hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral AgentTrustee; (cb) execute file (and file hereby authorizes the Trustee to file) such financing Filing Statements, continuation statements or continuation correction statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Trustee may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Trustee hereby; and; (c) deliver to the Trustee and at all times keep pledged to the Trustee pursuant hereto, on a first-priority, perfected basis, at the request of the Trustee, all Investment Property constituting Collateral, all Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.3; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper acceptable to the Trustee indicating that the Trustee has a security interest in such Chattel Paper; (f) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, Trustee statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Trustee may reasonably from time to time request, all in reasonable detail; and (g) do all things requested by the Trustee in accordance with this Security Agreement in order to enable the Trustee to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent Trustee to file one or more financing statements, continuation statements or continuation correction statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Trustee to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets, subject to the limitations described in that certain Pledge and Security Agreement dated April 19, 2006” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in asset forming a part of the InventoryCollateral, each chattel paper included in the Receivables and including each Related Contract andContract, at the request of the Collateral Agentits books and records, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that each such document, chattel paper, Related Contract or Collateral asset is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirablenecessary, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (e) deliver to the Agent the original certificates of title for motor vehicles with the security interest properly granted hereby endorsed thereon; (f) deliver to the Agent warehouse receipts covering any portion of the Collateral located in warehouses which show the Agent, for the ratable benefit of the Lender Parties, as the beneficiary thereof; (g) transfer Inventory to warehouses designated by the Agent; (h) if at any time any Collateral is located on any premises that are not owned by the Grantor, such Grantor shall obtain written waivers, in form and substance satisfactory to the Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral; (i) take all actions that the Agent deems necessary or advisable to enforce collection of the Accounts; and (j) from time to time, promptly following the Agent's request, execute and deliver confirmatory written instruments pledging to the Agent the Collateral, but any such Grantor's failure to do so shall not affect or limit the security interest granted hereby or the Agent's other rights in and to the Collateral. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all and make filings with the United States Patent and Trademark Office or United States Copyright Office (or any part successor office or any similar office in any other country) in each case for the purpose of perfecting, confining, continuing, enforcing or protecting the Collateral security interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor where permitted by lawGrantors as debtors and the Collateral Agent as secured party. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver (in accordance with the terms of Section 4.1.4) and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (c) deliver to the Administrative Agent all Investment Property represented by a certificate and and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Administrative Agent, all Investment Property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any material impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper; (f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and (g) do all things requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Secured Party may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Secured Party, promptly deliver to the Secured Party such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Secured Party, with respect to such Collateral Agentas the Secured Party may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Secured Party, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Secured Party; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Secured Party hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral AgentSecured Party; (cb) execute file (and file hereby authorize the Secured Party to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Secured Party may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Secured Party hereby; and; (c) deliver to the Secured Party and at all times keep pledged to the Secured Party pursuant hereto, on a first-priority, perfected basis, at the request of the Secured Party, all Investment Property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any material impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Secured Party indicating that the Secured Party has a security interest in such Chattel Paper; (f) furnish to the Collateral AgentSecured Party, from time to time at the Collateral Agent's Secured Party’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Secured Party may reasonably request, all in reasonable detail; and (g) subject to other provisions of this Agreement, do all things reasonably requested by the Secured Party in accordance with this Security Agreement in order to enable the Secured Party to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent Secured Party to file one or more financing or continuation or financing change statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Secured Party to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Grantor Each Pledgor agrees that, that from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor such Pledgor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Administrative Agent, all Investment Property constituting Collateral, all Distributions with respect thereto, all interest and principal with respect to Collateral evidenced by a Promissory Note, and all Proceeds and rights from time to time received by or distributable to the applicable Pledgor in respect of any of the foregoing Collateral, and all Proceeds and rights from time to time received by or distributable to such Pledgor in respect of any of the foregoing Collateral; (d) do all things requested by the Administrative Agent in accordance with this Pledge Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property; (e) not take or omit to take any action the taking or the omission of which would result in any material impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; and (df) furnish not create any tangible Chattel Paper with respect to the Collateral Agent, from time without placing a legend on such tangible Chattel Paper acceptable to time at the Collateral Agent's request, statements and schedules further identifying and describing Administrative Agent indicating that the Collateral and Administrative Agent has a security interest in such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detailChattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the Grantor each Pledgor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by lawCollateral. A Each Pledgor agrees that a carbon, photographic or other reproduction of this Security Pledge Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to such Collateral Agentas the Lender may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper in principal amount less than $5,000) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral AgentLender; (cb) execute file (and file hereby authorize the Lender to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby; and; (c) at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, at the request of the Lender, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper (provided that so long as no Event of Default is continuing, Chattel Paper and records relating to such Collateral for amounts in each case less than $5,000, need only be marked upon Lender’s request); (f) furnish to the Collateral AgentLender, from time to time at the Collateral Agent's Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detaildetail (provided however, for so long as no Event of Default is continuing, Lender may not require such additional statements and schedules more than once per fiscal quarter); and (g) do all things reasonably requested by the Lender in accordance with this Security Agreement (including dollar thresholds herein) in order to enable the Lender to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the each Grantor will (a) at : from time to time upon the request of the Collateral Agent, xxxx conspicuously each document included promptly deliver to the Collateral Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryCollateral Agent, each chattel paper included in with respect to such Collateral as the Receivables Collateral Agent may Exhibit E – Form of Pledge and each Related Contract andSecurity Agreement NY\6271325.4 reasonably request and will, at from time to time upon the request of the Collateral Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, (i) promptly transfer any securities constituting Collateral into the name of any nominee designated by the Collateral with a legend, in form Agent and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (bii) if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrumenttangible Chattel Paper, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder and deliver to the Collateral Agent (or the Revolving Agent as bailee for the Collateral Agent pursuant to the terms of the Intercreditor Agreement) such Instrument, negotiable Document, promissory note, instrument, negotiable document Pledged Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; ; file (cand hereby authorize the Collateral Agent to file) execute and file such financing filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby. The authorization contained in this Section 4.13 shall be irrevocable and continuing until the Termination Date; and deliver to the Collateral Agent (dor the Revolving Agent as bailee for the Collateral Agent pursuant to the terms of the Intercreditor Agreement) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first‑priority, perfected basis (except for Permitted Liens), at the request of the Collateral Agent, all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to the Collateral Agent during the continuance of a Default), and all interest and principal with respect to promissory notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper; furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect ; and do all things reasonably requested by the Collateral Agent in accordance with this Security Agreement in order to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes enable the Collateral Agent to file one or more financing or continuation statements, have and amendments thereto, relative to all or any part of maintain control over the Collateral without the signature consisting of the Investment Property, Deposit Accounts, Letter of Credit Rights and Electronic Chattel Paper. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law.. Each Grantor hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby "all of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement. Exhibit E – Form of Pledge and Security Agreement

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx mark conspicuously each document included in the Inventory, each chattel paper exxx Chattel Paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, instrument or negotiable document or chattel paperdocument, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, instrument or negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to Authenticate and to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (d) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (d) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, action that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Facility Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously mark xxxspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Facility Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Facility Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Facility Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Facility Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Facility Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Facility Agent hereby; and (d) furnish to the Collateral Facility Agent, from time to time at the Collateral Facility Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Facility Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Facility Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, subject to the Senior Intercreditor Agreement, such Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (b) promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; (c) cause the Collateral Agent to be listed as the lienholder on the certificate of title or ownership relating to any Motor Vehicle owned by such Grantor that has a fair market value of at least $50,000; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Intercompany Note or other instrument constituting Collateral; (e) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (f) do all things reasonably requested by the Collateral Agent in order to enable the Collateral Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of investment property, deposit accounts, electronic chattel paper and letter of credit rights) over any Collateral; (g) notify the Collateral Agent if such Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $100,000 and such Grantor take all such action reasonably requested by the Collateral Agent to grant to the Collateral Agent and perfect a security interest in such commercial tort claim; and (h) in the event the Obligations and Commitments (as each such term is defined in the Loan Agreement) are terminated, use commercially reasonably efforts to enter into control agreements with respect to such Grantor’s deposit accounts within a commercially reasonable time from such termination, naming the Collateral Agent as the secured party thereunder, in each case substantially similar to the control agreements, if any, entered into by such Grantor pursuant to clause (dd) of Section 8.1 of the Loan Agreement (which shall be released in favor of a new agent upon the consummation of a replacement Credit Agreement). With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its their rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will: (a) at upon the written request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, and each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, Agent indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if upon the written request of Agent, any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, and Grantor shall deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper paper, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (d) furnish to the Collateral Agent, from time to time at the Collateral upon Agent's ’s written request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.; (e) Intentionally Omitted;

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Administrative Agent after the occurrence and during the continuance of any Specified Event promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other an instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute and file (or cause to be filed) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the reasonable request of the Administrative Agent, all investment property constituting Collateral, all Dividends and Distributions with respect thereto, all Intercompany Notes (duly endorsed by such Grantor to the order of the Administrative Agent), and all interest and principal with respect to the Intercompany Notes, and all proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not enter into any agreement amending, supplementing or waiving any provision of any Intercompany Note (including any underlying instrument pursuant to which such Intercompany Note is issued), or compromising, releasing or extending the time for payment of any obligation of the maker thereof; (e) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Intercompany Note or other instrument constituting Collateral; and (df) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A The Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, action that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Lender, with respect to such Collateral Agentas the Lender may request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Lender, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instruments, negotiable Documents, Promissory Notes or tangible Chattel Paper in principal amount less than $25,000 individually or in the aggregate) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral AgentLender; (cb) execute file (and file such financing Grantor hereby authorizes the Lender to file) such Financing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726§ 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby; and; (c) at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes constituting Collateral, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper; (f) furnish to the Collateral AgentLender, from time to time at the Collateral Agent's Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Lender in accordance with this Security Agreement in order to enable the Lender to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts (other than Excluded Accounts), Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw. Each Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement. Notwithstanding anything else herein, the Lender shall not be liable for the preparation, filing or maintenance of any UCC or other applicable financing statements or instruments, all of which shall be duties of the Grantors.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously mark xxxspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at from time to time upon the written request of the Collateral Administrative Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining promptly deliver to the Collateral with a legendAdministrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or with respect to Capital Securities constituting Collateral is subject as are necessary to perfect the security interest granted hereby; (b) created hereunder and will, from time to time upon the prior written request of the Administrative Agent, after the occurrence and during the continuance of any Event of Default, promptly transfer any Capital Securities constituting Collateral into the name of any nominee designated by the Administrative Agent; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Intercompany Note, any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper held in a Securities Account subject to a Control Agreement or any Instrument, negotiable Document, Promissory Note or tangible Chattel Paper not exceeding $500,000 in principal amount individually) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Financing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726§ 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Administrative Agent, for the benefit of the Secured Parties, hereby; (c) [reserved]; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; and (de) furnish not create any tangible Chattel Paper with a value in excess of $500,000 individually or $1,000,000 in the aggregate, without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent, from time to time at Administrative Agent indicating that the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and Administrative Agent has a security interest in such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detailChattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without as may be necessary or desirable to create, preserve, perfect or maintain the signature perfection of or validate the security interest granted hereunder. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, that it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, reasonably request in order to perfect, preserve and protect any security interest granted or purported to be granted hereby by such Grantor or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral of such Grantor. Without limiting the generality of the foregoing, the each Grantor will , with respect to any Collateral of such Grantor, following the occurrence and during the continuance of a Default: (a) at the written request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance reasonably satisfactory to the Collateral Agent, indicating that such document, chattel paper, paper or Related Contract or Collateral is subject to the security interest granted hereby; ; (b) if any material Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; ; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With ; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Encumbrances; and (f) upon the acquisition after the date hereof by such Grantor of any Collateral with respect to the foregoing and the grant of which the security interest hereundergranted hereunder is not perfected automatically upon such acquisition under the U.C.C. or pursuant to previously filed U.C.C. financing statements, the Grantor hereby authorizes promptly give notice thereof to the Collateral Agent and take such actions with respect to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the such Collateral or any part thereof as are reasonably required by the Collateral Agent to perfect its security interest in such Collateral. Notwithstanding anything to the contrary contained herein (but subject to Section 4.02(c)), no Grantor shall be sufficient required to take, at any time when no Event of Default has occurred and is continuing, any actions to perfect the Collateral Agent’s Liens in any Collateral to the extent such perfection requires more than the authorization, preparation, delivery and the filing of U.C.C. financing statements (and any necessary amendments, assignments or continuation statements with respect thereto) with the applicable Government Authority; provided that the Collateral Agent may independently take any such actions to perfect such Liens in the Collateral as a financing statement where permitted by lawit reasonably deems appropriate (without being able to require any Grantor to cooperate in such action unless an Event of Default has occurred and is continuing), which actions shall be, in accordance with Section 7.02(b), at the expense of each applicable Grantor.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or (other than with respect to taking action to “mortgage” Aircraft and Engines in any manner in addition to the Security Documents (unless such action is necessary or, in the opinion of the Agent, desirable, for the registration of an International Interest under the Cape Town Convention) or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Collateral Agent, xxxx conspicuously each document included promptly deliver to the Collateral Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryCollateral Agent, each chattel paper included in with respect to such Collateral as the Receivables Collateral Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Agent, each after the occurrence and during the continuance of its records pertaining to any Facility Event of Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) execute register and/or file (and file hereby authorize the Collateral Agent to register and/or file, which authorization shall not be construed as an obligation of the Collateral Agent) such financing International Interests (including any “mortgages” or similar instruments with respect to the Aircraft and Engines which may be necessary or, in the opinion of the Agent, desirable, for the registration thereof), Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), ) as may be necessary or desirable, or as that the Collateral Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; andhereby under the laws of any applicable jurisdiction or under the Cape Town Convention; (c) deliver to the Collateral Agent and at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Collateral Agent, all Investment Property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral; (e) not create any tangible Chattel Paper constituting Collateral without placing a legend on such tangible Chattel Paper similar to the Chattel Paper Legend or as otherwise acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper; (f) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Collateral Agent in accordance with this Security Agreement in order to enable the Collateral Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Electronic Chattel Paper and, subject to the Grantors’ limited obligations under Section 4.4(a), Letter-of-Credit-Rights. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor other than the Parent hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement. Nothing in the foregoing clauses (a) through (g) shall obligate any Grantor to file or record any mortgages or other Liens over any Aircraft or Engine (other than as set forth in clause (b) above).

Further Assurances, etc. The (i) Grantor agrees that, from time to time at its own expense, it Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that the Designated Purchaser may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Designated Purchaser to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent Designated Purchaser to Authenticate and to file one or more financing or continuation statements, and amendments thereto, relative to all and make filings with the United States Patent and Trademark Office or United States Copyright Office (or any part successor office or any similar office in any other country), in each case for the purpose of perfecting, continuing, enforcing or protecting the Collateral security interest granted by Grantor, without the signature of Grantor, and naming Grantor as debtor and the Grantor where permitted by lawSecured Parties as secured parties. A carbon, photographic photographic, telecopied or other reproduction of this Agreement, any Intellectual Property Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Grantor shall from time to time amend the Schedules hereto to reflect the addition of Collateral hereunder or to reflect the disposition of Collateral pursuant to transactions permitted under any Transaction Document, PROVIDED that the Company's failure to so amend any such schedule to reflect the addition of Collateral shall not render the security interest granted to the Secured Parties in and to such Collateral invalid or unenforceable. Grantor shall deliver to the Designated Purchaser copies of such revised Schedules and, upon such delivery, such Schedules shall be deemed to be the Schedules hereunder.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, subject to the Intercreditor Agreement, such Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (c) promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; (d) cause the Collateral Agent to be listed as the lienholder on the certificate of title or ownership relating to (i) any Motor Vehicle owned by such Grantor that has a fair market value of at least $50,000 or (ii) at the request of the Collateral Agent, any other Motor Vehicle owned by such Grantor; (e) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (f) do all things reasonably requested by the Collateral Agent in order to enable the Collateral Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of investment property, deposit accounts, electronic chattel paper and letter of credit rights) over any Collateral; and (g) notify the Collateral Agent if such Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $50,000 and such Grantor take all such action reasonably requested by the Collateral Agent to grant to the Collateral Agent and perfect a security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Pledge and Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor Pledgor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor Pledgor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Administrative Agent, all Investment Property constituting Collateral, all Distributions with respect thereto, all interest and principal with respect to Collateral evidenced by a Promissory Note, and all Proceeds and rights from time to time received by or distributable to the Grantor in respect of any of the foregoing Collateral, and all Proceeds and rights from time to time received by or distributable to the Pledgor in respect of any of the foregoing Collateral; (d) do all things requested by the Administrative Agent in accordance with this Pledge Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property; (e) not take or omit to take any action the taking or the omission of which would result in any material impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; and (df) furnish not create any tangible Chattel Paper with respect to the Collateral Agent, from time without placing a legend on such tangible Chattel Paper acceptable to time at the Collateral Agent's request, statements and schedules further identifying and describing Administrative Agent indicating that the Collateral and Administrative Agent has a security interest in such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detailChattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the Grantor Pledgor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by lawCollateral. A The Pledgor agrees that a carbon, photographic or other reproduction of this Security Pledge Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that(a) Subject to clause (b) below, each Obligor will, and will cause each of the other Obligors to, grant to the Collateral Agent, for the benefit of the Secured Parties, security interests in such assets (other than Excluded Assets) of such Obligor and such other Obligors as are not covered by the grant and perfection requirements of any other Security Document as of the Closing Date (other than Excluded Assets), and as may be reasonably requested from time to time by the Collateral Agent (at its own expensethe direction of the Required Lenders) or the Required Lenders. Subject to the limitations set forth herein or any other Loan Document, it will promptly execute and deliver all further instruments and documents, and take all further action, upon the reasonable request by the Collateral Agent (at the direction of the Required Lenders) the Obligors shall (i) assist in correcting any jointly identified material defect or error that may be necessary discovered in the execution, acknowledgment, filing or desirablerecordation of any Security Document or other document or instrument relating to any Collateral, or that and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances, and other instruments as the Collateral Agent (at the direction of the Required Lenders) may request, reasonably request from time to time in order to perfectcarry out more effectively the purposes the Security Documents. (b) With respect to any Person that is or becomes a Subsidiary after the Closing Date, preserve other than an Immaterial Subsidiary, promptly (and protect in any security interest granted or purported to be granted hereby or to enable event, by the time required by the Collateral Agent (at the direction of the Required Lenders)) (i) deliver to exercise the Collateral Agent or its bailee the certificates, if any, representing all (or such lesser amount as is required) of the Equity Interests of any such Subsidiary that is a direct Subsidiary of an Obligor, together with undated stock powers or other appropriate instruments of transfer executed and enforce its rights delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and remedies hereunder with respect all intercompany notes owing from such Subsidiary to any Collateral. Without limiting Obligor together with instruments of transfer executed in blank by a duly authorized officer of such Obligor, (ii) cause such new Subsidiary (A) to execute a joinder agreement, substantially in the generality form of Exhibit G hereto, and (B), to take all actions reasonably necessary or advisable in the reasonable opinion of the foregoingCollateral Agent (at the direction of the Required Lenders) to cause the Lien on the Collateral of such Subsidiary created by the applicable Security Document to be duly perfected in accordance with all Applicable Law, including the Grantor will filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent (aat the direction of the Required Lenders), and (iii) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, (at the request direction of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (bRequired Lenders) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory notea signed copy of an opinion, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted addressed to the Collateral Agent hereby; and (d) furnish and the Lenders, of counsel to the Obligors reasonably acceptable to the Collateral Agent, from time to time Agent (at the Collateral Agent's request, statements and schedules further identifying and describing direction of the Collateral and Required Lenders) as to such other reports matters set forth in connection with the Collateral this Section 10.1.7(b) as the Collateral Agent may reasonably request, all in reasonable detail. With respect to request (at the foregoing and the grant direction of the security interest hereunder, the Grantor hereby authorizes Required Lenders). (c) Each Obligor agrees that each action required by clause (b) of this Section 10.1.7 shall be completed no event later than 2 Business Days after such action is required to be taken pursuant to such clauses or requested to be taken by the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part (at the direction of the Collateral without Required Lenders) or the signature of the Grantor where permitted by law. A carbon, photographic Required Lenders (or other reproduction of this Security Agreement or any financing statement covering such longer period as the Collateral or any part thereof Agent shall be sufficient otherwise agree), as a financing statement where permitted by lawthe case may be.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will : (a) at the request of the Collateral AgentAgent during an Event of Default, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; ; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; ; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirableadvisable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8; and (g) upon its acquisition after the date hereof of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to the Collateral or any part thereof as required by the Loan Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirableprudent, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will : (a) at the request of the Collateral AgentAgent during a Trigger Event, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; ; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; ; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. §3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirableprudent, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) keep all of its tangible Collateral, Deposit Accounts and Investment Property in the continental United States; and (g) upon the acquisition after the date hereof by the Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to such Collateral or any part thereof as required by the Transaction Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Administrative Agent after the occurrence and during the continuance of any Event of Default promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an instrument, negotiable document, promissory note or other instrument, negotiable document or chattel paperpaper with a value in excess of $500,000, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document document, promissory note or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; (cb) execute and file (or cause to be filed) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority (subject to Section 7.2.3 of the Credit Agreement), perfected basis, at the reasonable request of the Administrative Agent, all investment property constituting Collateral, all Distributions with respect thereto, and after an Event of Default, all Dividends and all interest and principal with respect to promissory notes, and all proceeds and rights from time to time received by or distributable to the Grantor in respect of any of the foregoing Collateral; (d) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (e) do all things reasonably requested by the Administrative Agent in order to enable the Administrative Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of deposit accounts, accounts and letter of credit rights) over any Collateral; and (f) notify the Administrative Agent if the Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $1,000,000 and the Grantor take all such action reasonably requested by the Administrative Agent to grant to the Administrative Agent and perfect a security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. The Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirabledesirable (provided that it is reasonable), or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx mxxx conspicuously each document Document (evidencing title) included in the Inventory, each chattel paper Chattel Paper included in the Receivables and each Related Contract and, at the request of the Collateral Administrative Agent, upon the occurrence and during the continuance of an Event of Default each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such documentDocument, chattel paperChattel Paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrumentInstrument, negotiable document Document or chattel paperChattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document Document or chattel paper Chattel Paper duly endorsed and accompanied by duly executed instruments Instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirabledesirable (provided that it is reasonable), or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; (d) promptly execute and file any of notice or other required form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof, as the Administrative Agent may reasonably request; and (de) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included with respect to such Collateral representing an amount payable in excess of $1,000,000 as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, (i) promptly transfer any securities constituting Collateral into the Collateral with a legend, in form name of any nominee designated by the Administrative Agent and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (bii) if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such Instrument, negotiable Document, promissory note, instrument, negotiable document or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests in accordance with the UCC and other applicable Texas law and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to The authorization contained in Section 4.5(b) above shall be irrevocable and continuing until the foregoing and the grant of the security interest hereunder, the Termination Date. Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Grantor warrants and shall defend the right and title herein granted unto the Lender in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all persons whomsoever, subject to Permitted Liens. Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral subject to the terms hereof. Grantor agrees that, upon the acquisition after the date hereof by Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent Lender hereunder such Instrument, negotiable Document, promissory note, instrument, negotiable document Pledged Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral AgentLender; (cb) execute file (and file hereby authorize the Lender to file) such financing filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Lender hereby; and. The authorization contained in this Section 4.12 shall be irrevocable and continuing until the Termination Date; (c) deliver to the Lender and at all times keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis (except for Permitted Liens), at the request of the Lender, all Investment Property constituting Collateral, all Distributions permitted by the Loan Agreement with respect thereto and all interest and principal with respect to promissory notes, and all Proceeds and rights from time to time received by or distributable to Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Lender indicating that the Lender has a security interest in such Chattel Paper; (f) furnish to the Collateral AgentLender, from time to time at the Collateral Agent's Lender’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detail. With respect to ; and (g) do all things reasonably requested by the foregoing Lender in accordance with this Security Agreement and the grant of Loan Agreement in order to enable the security interest hereunder, the Grantor hereby authorizes Lender to have and maintain control over the Collateral Agent to file one or more financing or continuation statementsconsisting of Investment Property, Deposit Accounts, Letter of Credit Rights and amendments thereto, relative to all or any part of the Collateral without the signature of the Electronic Chattel Paper. Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Grantor hereby authorizes the Lender to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such instruments and similar documents, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Administrative Agent, all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to the Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any material impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; and (de) furnish not create any tangible Chattel Paper with respect to the Collateral Agent, from time without placing a legend on such tangible Chattel Paper acceptable to time at the Collateral Agent's request, statements and schedules further identifying and describing Administrative Agent indicating that the Collateral and Administrative Agent has a security interest in such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detailChattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. The Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. The Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby "all of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its their rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at upon the written request of the Collateral Agent, xxxx conspicuously mark xxxspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, and each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, Agent indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if upon the written request of Agent, any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, and Grantor shall deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper paper, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or 12 SWI SECURITY AGREEMENT 13 amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (d) furnish to the Collateral Agent, from time to time at the Collateral upon Agent's written request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (e) furnish to Agent on a reasonable good faith efforts basis such landlord estoppel and waiver agreements for properties leased by Grantor (or properties where Grantor maintains inventory or equipment) as shall be requested by Agent (all in form and substance acceptable to Agent). With respect to the foregoing and the grant of the security interest interests hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from ----------------------- time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at the request of the Collateral Administrative Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract document or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. (S) 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and (d) if a Default of the nature described in Section 8.1.1 of the Term Loan Agreement or an Event of Default shall occur, then each Grantor which (i) owns any Mobile Assets or (ii) acquires any Mobile Assets following such Default or Event of Default, shall, within 30 days of such Default or Event of Default or upon such acquisition, as the case may be, take all steps that are necessary or desirable to ensure that the security interest granted in favor of the Administrative Agent in such Mobile Assets will be a valid, first priority, perfected security interest. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The (a) Each Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments documents, financing statements, agreements and documentsinstruments, and take all such further action, that which may be necessary or desirablerequired under applicable Law, or that which the Collateral Administrative Agent or Required Lenders may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor will take each of the Grantor willfollowing actions: (ai) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby;[intentionally deleted.] (bii) if any Receivable having a value of at least $500,000 Account shall be evidenced by a promissory note or other instrument, instrument or negotiable document or chattel paperdocument, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, instrument or negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; (ciii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirablenecessary, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (div) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (v) take all actions that the Administrative Agent deems necessary or advisable to enforce collection of the Receivables Collateral; (vi) if requested by the Administrative Agent, cause the landlord, bailee, warehouseman or processor with Control over any Equipment or Inventory of such Grantor to enter into a waiver agreement or to transfer any such Equipment or Inventory to warehouses designated by the Administrative Agent; (vii) if requested by the Administrative Agent, each Grantor which owns or leases Equipment which is subject to a certificate of title statute that requires notation of a lien thereon to perfect a security interest therein shall deliver to the Administrative Agent all original certificates of title for such Equipment, shall take all necessary steps to cause the Administrative Agent's security interest be perfected in accordance with such statute and deliver to the Administrative Agent a schedule in reasonable detail describing such Equipment, registration number, license number and all other information required to comply with such statute; provided, however, that until the Administrative Agent makes such a request under this clause, the parties hereto acknowledge that the security interest of the Administrative Agent in such Collateral has not been perfected and all the representations and warranties, covenants and Events of Default contained herein and in the other Loan Documents which would otherwise be violated shall be deemed modified to reflect the foregoing and not be violated; (viii) if requested by the Administrative Agent upon the occurrence and during the continuance of an Event of Default, cause each bank or Securities Intermediary with which any Grantor maintains a Deposit Account or Securities Account to enter into an Account Control Agreement with respect thereto; (ix) from time to time, promptly following the Administrative Agent's request, execute and deliver confirmatory written instruments pledging to the Administrative Agent the Collateral, but any such Grantor's failure to do so shall not affect or limit the security interest granted hereby or the Administrative Agent's other rights in and to the Collateral; and (x) notify the Agent promptly of any Collateral which constitutes a claim against the United States government or any instrumentality or agent thereof in excess of $1,000,000, the assignment of which is restricted by federal law. Upon the request of the Agent, Grantor shall take such steps as may be necessary to comply with any applicable federal assignment of claims laws or other comparable laws. (b) With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to Authenticate and to file one or more financing or continuation statements, and amendments thereto, relative to all for the purpose of perfecting, continuing, enforcing or any part of protecting the Collateral security interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantor where permitted by lawGrantors as debtors and the Administrative Agent as secured party. A carbon, photographic photographic, telecopied or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by lawLaw.

Further Assurances, etc. The Each Grantor will warrant and defend the security interest herein granted unto the Secured Parties by such Grantor in and to the Collateral (and all right, title and interest represented by such Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent any Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor willeach Grantor: (a) at will from time to time upon the request of the Collateral Agent, xxxx conspicuously each document included promptly deliver to the Collateral Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryCollateral Agent, each chattel paper included in with respect to such Collateral as the Receivables Collateral Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Agent, each Agent after the occurrence and during the continuance of its records pertaining to any Specified Event promptly transfer any Capital Securities constituting Collateral into the name of any nominee designated by the Collateral with a legend, in form and substance satisfactory to Agent for the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to ratable benefit of the security interest granted hereby; (b) Secured Parties; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other an instrument, negotiable document document, promissory note or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) will execute (if applicable) and file (or caused to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent or the other Secured Parties hereby; and; (c) hereby authorizes the Collateral Agent to file such financing statements and other documents without its signature (to the extent allowed by applicable law); (d) shall not enter into any agreement amending, supplementing or waiving any provision of any Intercompany Note (including any underlying instrument pursuant to which such Intercompany Note is issued), that compromises, releases or extends the time for payment of any obligation of the maker thereof; (e) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Intercompany Note or payment intangible or other instrument constituting Collateral; (f) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (g) will maintain or cause to be maintained with financially sound and reputable insurers, insurance with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance to be of such types and in such amounts as are customary for such companies under similar circumstances; (h) do all things reasonably requested by the Collateral Agent in order to enable the Collateral Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable UCC relevant to the creation, perfection or priority of Collateral consisting of deposit accounts, accounts and letter of credit rights) over any Collateral; and (i) notify the Collateral Agent if such Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $1,000,000 and such Grantor shall take all such action reasonably requested by the Collateral Agent to grant to the Collateral Agent and perfect a security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor hereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby "all of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Administrative Agent after the occurrence and during the continuance of any Specified Event promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Account or Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other an instrument, negotiable document document, promissory note or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document document, promissory note or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute and file (or cause to be filed) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the reasonable request of the Administrative Agent, all investment property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to promissory notes (including Pledged Notes), and all proceeds and rights from time to time received by or distributable to the Grantor in respect of any of the foregoing Collateral; (d) except as permitted by the terms of the Credit Agreement, not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any payment intangible or other instrument constituting Collateral; (e) not acquire any Restricted Assets (or acquire a series of related Restricted Assets) if such acquisition (or series of related acquisitions) would impair, in any material respect, the Administrative Agent's ability to sell or otherwise transfer the Grantor's business as a going concern; (f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (g) not permit any items of equipment to become fixtures to real estate other than real estate subject to a Mortgage or real estate owned by a landlord that has signed a landlord's waiver in form and substance satisfactory to the Administrative Agent (for its own benefit and on behalf of the Secured Parties); (h) not adjust, settle or compromise any account, or release wholly or partly any party or obligation thereof, or allow any credit or discount thereon (collectively an "ADJUSTMENT"), unless (i) the Administrative Agent grants its consent prior to any such Adjustment which consent shall not be unreasonably withheld or delayed or (ii) such Adjustment is made in the ordinary course of business of the Grantor and is for an amount not in excess of $50,000 (provided that no such Adjustment may be made without the prior written consent of the Administrative Agent during the continuance of a Specified Event); (i) do all things reasonably requested by the Administrative Agent in order to enable the Administrative Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of deposit accounts, accounts and letter of credit rights) over any Collateral; and (j) promptly notify the Administrative Agent if the Grantor believes it has rights in respect of any amounts in a commercial tort claim and the Grantor shall take all action reasonably requested by the Administrative Agent to perfect the Administrative Agent's security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A The Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (c) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Administrative Agent, all Investment Property constituting Collateral, all Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper; (f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and (g) do all things requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The (a) Each Grantor agrees thatthat from time to time, at the expense of such Grantor, such Grantor will promptly do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent, the Depository Bank or any other Secured Party through the Administrative Agent, may reasonably require from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect(i) carry out more effectively the purposes of the Financing Documents, preserve (ii) to the fullest extent permitted by Applicable Law, subject it or any of its Subsidiaries' properties, assets, rights or interests (other than Excluded Assets) to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect any security interest and confirm more effectively unto the Secured Parties the rights granted or purported now or hereafter intended to be granted hereby to the Secured Parties under any Financing Document or under any other instrument executed in connection with any Financing Document to enable the Collateral Agent which it or any of its Subsidiaries is or is to exercise be a party, and enforce cause each of its rights and remedies hereunder with respect Subsidiaries to any Collateraldo so. Without limiting the generality of the foregoing, the each Grantor will will promptly with respect to Collateral of such Grantor: (aA) at the request of the Collateral Administrative Agent, xxxx mark conspicuously each document included in the Inventory, each chattel paper chattex xxper included in the Receivables and Receivables, each Related Contract andContract, at the request of the Collateral Agent, each Assigned Agreement and each of its records pertaining to the such Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract Contract, Assigned Agreement or Collateral is subject to the security interest granted hereby; ; (bB) if any Receivable having a value of at least $500,000 such Collateral shall be evidenced by a promissory note or other instrument, negotiable document instrument or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document note or instrument or chattel paper duly endorsed indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; ; provided that instruments evidencing Pledged Debt need not be delivered until and unless an Event of Default has occurred and is continuing; (cC) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or desirable, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights interest granted or purported to be granted by such Grantor hereunder; (D) deliver and pledge to the Collateral Agent herebyfor benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank; and (dE) furnish take all action necessary to ensure that the Collateral Agent has control of Collateral consisting of deposit accounts, investment property and letter-of-credit rights as provided in Sections 9-104, 9-106 and 9-107 of the UCC and, at the request of the Administrative Agent, from time electronic chattel paper and transferable records as provided in Section 9-105 of the UCC and in Section 16 of UETA; (F) at the request of the Administrative Agent, take all action to time at ensure that the Collateral Agent's requestsecurity interest is noted on any certificate of ownership related to any Collateral evidenced by a certificate of ownership; (G) at the request of the Administrative Agent, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as cause the Collateral Agent may reasonably requestto be the beneficiary under all letters of credit that constitute Collateral, with the exclusive right to make all in reasonable detail. With respect draws under such letters of credit, and with all rights of a transferee under Section 5-114(e) of the UCC; and (H) deliver to the foregoing Collateral Agent evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable to perfect and the grant of protect the security interest hereunder, the created by such Grantor under this Agreement has been taken. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to including one or more financing statements indicating that such financing statements cover all assets or any part all personal property (or words of the Collateral similar effect) of such Grantor, in each case without the signature of such Grantor, and regardless of whether any particular asset described in such financing statements falls within the Grantor where permitted by lawscope of the UCC or the granting clause of this Agreement. A carbon, photographic photocopy or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof. (c) The Company will furnish to the Collateral Agent on or prior to the fifth anniversary of the date hereof (but no more than six months prior thereto) upon the request of the Collateral Agent, an opinion of counsel, from outside counsel reasonably satisfactory to the Collateral Agent, to the effect that all financing or continuation statements have been filed to perfect or continue the perfection of the security interest granted hereunder, and covering the perfection or continued perfection in other Collateral by means other than the filing of financing statements, but only to the extent that the opinions delivered on the Closing Date covered such matters.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral (except, with respect to Intellectual Property Collateral, the parties acknowledge that the obligation with respect to perfection shall apply only to the United States). Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the reasonable request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining (i) promptly deliver to the Collateral with a legendAgent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance satisfactory to the Collateral Agent, indicating that with respect to such documentCollateral as the Collateral Agent may request and (ii) after the occurrence and during the continuance of any Event of Default, chattel paper, Related Contract or promptly transfer any securities constituting Collateral is subject to into the security interest granted hereby; (b) name of any nominee designated by the Collateral Agent if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) execute file (and file hereby authorizes the Collateral Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (c) deliver to the Collateral Agent and at all times keep pledged to the Collateral Agent pursuant hereto, on a second-priority, perfected basis, at the request of the Collateral Agent, all Investment Property constituting Collateral, all dividends and Distributions (but, in the case of cash dividends and Distributions, only in the case of the occurrence and continuance of an Event of Default) with respect thereto, and all interest and principal with respect to Promissory Notes (but, in the case of such interests and principal paid in cash, only in the case of the occurrence and continuance of an Event of Default), and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral to the extent required hereunder; (d) [Reserved] (e) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 5.4; (f) not create any tangible Chattel Paper with a value in excess of $500,000 without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper; (g) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (h) to the extent required under this Agreement, do all things reasonably requested by the Collateral Agent in accordance with this Security Agreement in order to enable the Collateral Agent to have and maintain control over the Collateral consisting of Motor Vehicles, Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without in any jurisdiction and with any filing officers as the signature Collateral Agent may deem necessary or advisable and to make all relevant filings with the United States Patent and Trademark Office and the United States Copyright Office in respect of the United States Owned Intellectual Property Collateral. Each Grantor where permitted by law. A carbonhereby authorizes the Collateral Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets now existing or hereafter acquired” or words to that effect, photographic or other reproduction of notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by lawAgreement.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Grantor agrees to take all necessary action to permit the Agent to identify the Non-Pledged Assets and to avoid commingling Non-Pledged Assets with Collateral.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least (excluding any Receivable not included in calculating the Borrowing Base Amount and with respect to which the payment owed to such Grantor does not exceed $500,000 500,000) shall be evidenced by a promissory note or other instrumentInstrument, negotiable document or chattel paperChattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document or chattel paper Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Administrative Agent; (b) take such actions as are reasonably requested by the Administrative Agent in order to allow the Administrative Agent to obtain control with respect to all Collateral Agentconsisting of (i) Deposit Accounts, (ii) Investment Property, (iii) Letter-of-Credit Rights and (iv) Electronic Chattel Paper; (c) authorize, execute (if necessary) and file deliver to the Administrative Agent such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the foregoing each Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (d) promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; (e) cause the Collateral Agent to be listed as the lienholder on the certificate of title or ownership relating to (i) any Motor Vehicle owned by such Grantor that has a fair market value of at least $50,000 or (ii) at the request of the Collateral Agent, any other Motor Vehicle owned by such Grantor; (f) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Intercompany Note or other instrument constituting Collateral; (g) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (h) do all things reasonably requested by the Collateral Agent in order to enable the Collateral Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of investment property, deposit accounts, electronic chattel paper and letter of credit rights) over any Collateral; and (i) notify the Collateral Agent if such Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $50,000 and such Grantor take all such action reasonably requested by the Collateral Agent to grant to the Collateral Agent and perfect a security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Pledge and Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) following the termination of the Credit Agreement, if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (d) not enter into any agreement amending, supplementing, or waiving any provision of any Intercompany Note (including any underlying instrument pursuant to which such Intercompany Note is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof; (e) promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; (f) cause the Collateral Agent to be listed as the lienholder on the certificate of title or ownership relating to (i) any Motor Vehicle owned by such Grantor that has a fair market value of at least $50,000 or (ii) at the request of the Collateral Agent, any other Motor Vehicle owned by such Grantor; (g) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Intercompany Note or other instrument constituting Collateral; (h) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (i) do all things reasonably requested by the Collateral Agent in order to enable the Collateral Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of investment property, deposit accounts, electronic chattel paper and letter of credit rights) over any Collateral; and (j) notify the Collateral Agent if such Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $50,000 and such Grantor take all such action reasonably requested by the Collateral Agent to grant to the Collateral Agent and perfect a security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, electronic, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will will, subject to the terms of this Security Agreement, promptly execute and deliver all further instruments and documents, and take all further action, action that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included in with respect to such Collateral as the Receivables Administrative Agent may request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper (other than any Instruments, negotiable Documents, Promissory Notes or tangible Chattel Paper in principal amount less than $250,000 individually or in the aggregate) duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; (cb) execute file (and file such financing Grantor hereby authorizes the Administrative Agent to file) such Financing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726§ 3727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and; (c) at all times keep pledged to the Administrative Agent pursuant hereto, on a first-priority, perfected basis, all Investment Property constituting Collateral, all dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes constituting Collateral, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper; (f) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and (g) do all things reasonably requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts (other than Excluded Accounts), Letter-of-Credit-Rights and Electronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLaw. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement. Notwithstanding anything else herein, the Administrative Agent shall not be liable for the preparation, filing or maintenance of any UCC or other applicable financing statements or instruments, all of which shall be duties of the Grantors.

Further Assurances, etc. The Grantor Each Pledgor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Lender may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor each Pledgor will (a) at from time to time upon the request of the Lender, promptly deliver to the Lender such stock powers, instruments and similar documents, satisfactory in form and substance to the Lender, with respect to such Collateral Agentas the Lender may reasonably request and will, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Lender after the occurrence and during the continuance of any Specified Event promptly transfer any securities constituting Collateral Agent, each into the name of its records pertaining to any nominee designated by the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) Lender; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other an instrument, negotiable document document, promissory note or chattel paper, deliver and pledge to the Collateral Agent Lender hereunder such promissory note, instrument, negotiable document document, promissory note or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral AgentLender; (cb) execute and file (or cause to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent Lender may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Lender hereby; (c) deliver to the Lender if required by the Credit Agreement and this Pledge Agreement and at all times thereafter keep pledged to the Lender pursuant hereto, on a first-priority, perfected basis, at the reasonable request of the Lender, all investment property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to promissory notes, and all proceeds and rights from time to time received by or distributable to such Pledgor in respect of any of the foregoing Collateral Agent hereby; and(it being understood that prior to the occurrence of a Specified Event all Dividends and Distributions may be paid to the Pledgors in accordance with Section 2.4 and all principal and interest payments on any payment intangible or other instrument may be paid to the Pledgors); (d) furnish not take or omit to take any action the Collateral Agent, from time to time at taking or the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports omission of which would result in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant any material impairment or alteration of any obligation of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or maker of any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic payment intangible or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.instrument constituting Collateral; and

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at from time to time upon the request of the Collateral Agent, xxxx conspicuously each document included promptly deliver to the Collateral Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the InventoryCollateral Agent, each chattel paper included in with respect to such Collateral as the Receivables Collateral Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Agent, each Agent after the occurrence and during the continuance of its records pertaining to any Event of Default promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an instrument, negotiable document, promissory note or other instrument, negotiable document or chattel paperpaper with a value in excess of $500,000, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document document, promissory note or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; (cb) execute and file (or cause to be filed) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, statute 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), ) as may be are necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (c) deliver to the Collateral Agent and at all times keep pledged to the Collateral Agent pursuant hereto, on a second-priority (subject to Section 3.5 of the Indenture), perfected basis, at the reasonable request of the Collateral Agent, all investment property constituting Collateral, all Distributions with respect thereto, and after an Event of Default, all Dividends and all interest and principal with respect to promissory notes, and all proceeds and rights from time to time receive by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. ; and (e) do all things reasonably requested by the Collateral Agent in order to enable the Collateral Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of Deposit Accounts, accounts and letter of credit rights) over any Collateral; With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without including any financing statement describing the signature collateral as “all assets,” or words of the similar effect. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirabledesirable (provided that it is reasonable), or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document (evidencing title) included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Administrative Agent, and upon the occurrence and during the continuance of an Event of Default, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices [(including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)], as may be necessary or desirabledesirable (provided that it is reasonable), or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (d) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor (other than Collateral described only in clause (i) of Section 2.2); provided that, so long as no Event of Default has occurred and is continuing, no Grantor shall (i) be required to make any filings in any jurisdiction outside the United States in respect of Intellectual Property Collateral, (ii) be required to enter into a Control Agreement with respect to Investment Property, (iii) except as expressly provided in clause (b) of Section 4.4, be required to enter into a Control Agreement in respect of any Deposit Account, (iv) except as provided in Section 4.2.3 or clause (a) below, be required to deliver or endorse any instrument, negotiable document or tangible chattel paper, (v) except as provided in Section 4.2.3, be required to deliver or endorse any certificated securities, (vi) except as provided in Section 3.6, be required to take any action to provide the Collateral Agent with "control" in respect of any electronic chattel paper or (vii) be required to take any action to perfect any security interest in Collateral of the type described in clause (b) of Section 2.2 under the laws of any jurisdiction outside the United States. Without limiting the generality of the foregoing, the such Grantor will, subject to the proviso to the foregoing sentence (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 owing to such Grantor shall be evidenced by a promissory note or other an instrument, negotiable document or tangible chattel paper, if the aggregate principal amount of all such instruments, negotiable documents and tangible chattel paper exceeds $1,000,000, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or tangible chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (cb) execute and file (or cause to be filed) or authorize the filing of such financing Filing Statements or continuation statements, or amendments thereto, and execute and file (or cause to be filed) such other instruments or notices (including including, at the request of the Collateral Agent, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (dc) furnish to the Collateral Agent, from time to time at the Collateral Agent's reasonable request, statements and schedules further identifying and describing the such Grantor's Collateral and such other reports in connection with the its Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.; and

Further Assurances, etc. The Grantor Company agrees that, from time to time time, at its own expensethe expense of the Company, it the Company will and will cause Calpine Gilroy to promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent Trustee or any Secured Debt Representative may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Assigned Collateral. Without limiting the generality of the foregoing, the Grantor willCompany will and will cause Calpine Gilroy to (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 Assigned Collateral shall be become evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent Trustee hereunder such promissory note, note or instrument, negotiable document or chattel paper duly endorsed indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent;Trustee; and (cb) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or desirable, or as the Collateral Agent Trustee or any Secured Debt Representative may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent Trustee hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor Company hereby authorizes the Collateral Agent Trustee to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Assigned Collateral without the signature of the Grantor Company where permitted by law. A carbon, photographic or other reproduction of this Security Assignment Agreement or any financing statement covering the Assigned Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its their rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at upon the written request of the Collateral Agent, xxxx conspicuously mark xxxspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, and each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, Agent indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if upon the written request of Agent, any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, and Grantor shall deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper paper, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; andor (d) furnish to the Collateral Agent, from time to time at the Collateral upon Agent's written request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (e) furnish to Agent on a reasonable good faith efforts basis such landlord estoppel and waiver agreements for properties leased by Grantor (or properties where Grantor maintains inventory or equipment) as shall be requested by Agent (all in form and substance acceptable to Agent). With respect to the foregoing and the grant of the security interest interests hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously mark xxxspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its their rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at upon the written request of the Collateral Agent, xxxx conspicuously mark xxxspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, and each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, Agent indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if upon the written request of Agent, any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, and Grantor shall deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper paper, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or STPI SECURITY AGREEMENT 12 13 amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (d) furnish to the Collateral Agent, from time to time at the Collateral upon Agent's written request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (e) furnish to Agent on a reasonable good faith efforts basis such landlord estoppel and waiver agreements for properties leased by Grantor (or properties where Grantor maintains inventory or equipment) as shall be requested by Agent (all in form and substance acceptable to Agent). With respect to the foregoing and the grant of the security interest interests hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Subject to the terms, conditions and restrictions of the Intercreditor Agreement, each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may requestis necessary, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, such Grantor will (subject to terms, conditions and restrictions in the Grantor willIntercreditor Agreement): (a) at from time to time upon the reasonable request of the Administrative Agent or the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining (i) promptly deliver to the Collateral with a legendAgent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance satisfactory to the Administrative Agent, with respect to such Collateral as the Administrative Agent may request and (ii) after the occurrence and during the continuance of any Specified Default, transfer any securities constituting Collateral into the name of any nominee designated by the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) ; if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper and such Collateral, individually, has a fair market value (as determined in good faith by an Authorized Officer of the applicable Grantor) in excess of $2,000,000, promptly deliver and pledge to the Collateral Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may shall be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (c) promptly deliver to the Collateral Agent and at all times keep pledged to the Collateral Agent pursuant hereto, on a Second-Priority, or at all times after the First Lien Termination Date, a first-priority, perfected basis (subject to Permitted Liens), at the request of the Administrative Agent, all Investment Property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4 or in the Credit Agreement; (e) upon the reasonable request of the Administrative Agent, place a legend reasonably acceptable to the Administrative Agent indicating that the Collateral Agent has a security interest in any tangible Chattel Paper; (f) furnish to the Collateral Agent, from time to time at the Collateral Administrative Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; and (g) comply with the reasonable requests of the Collateral Agent and the Administrative Agent in accordance with this Security Agreement in order to enable the Collateral Agent to have and maintain control over the Collateral consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and Electronic Chattel Paper to the extent required herein. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Administrative Agent or Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without Collateral; and to make all relevant filings with the signature United States Patent and Trademark Office and the United States Copyright Office in respect of the Intellectual Property Collateral, in each case naming the Collateral Agent as “Secured Party” (or other similar term). Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets”, “all assets”, “all personal property” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver and file (and provide satisfactory evidence thereof to the Collateral Agent) all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent Agent, subject to the terms of the Intercreditor Agreement, to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Collateral (other than motor vehicles and, except as provided in clause (a) of Section 4.5, deposit accounts); provided, however, that so long as no Specified Event has occurred and is continuing, the Collateral Agent shall not require any Grantor to execute any documents or filings with respect to newly acquired Intellectual Property Collateral at times other than those set forth in clause (c) of Section 4.7; Without limiting the generality of the foregoing, the each Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other an instrument, negotiable document or chattel paper, if the aggregate principal amount of all such instruments, negotiable documents and chattel paper exceeds $50,000, deliver and pledge to the Collateral Perfection Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Perfection Agent; (cb) execute and file (or cause to be filed) such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including including, at the request of the Perfection Agent, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof; provided, that the Collateral Agent will not request any assignment of claim form unless the Perfection Agent has done so), as may be necessary or desirable, or as that the Perfection Agent or Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and; (dc) furnish to the Collateral Agent, from time to time at the Collateral Agent's reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; and (d) do all things reasonably requested by the Perfection Agent or necessary in order to enable the Perfection Agent to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the creation, perfection or priority of Collateral consisting of deposit accounts, accounts and letter of credit rights) over any Collateral; and (e) notify the Perfection Agent if such Grantor reasonably believes it is entitled to recover a commercial tort claim the value of which is in excess of $500,000 and such Grantor take all such action reasonably requested by the Perfection Agent or necessary to grant to the Perfection Agent and perfect a security interest in such commercial tort claim. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statementsFiling Statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Collateral. Each Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.part

Further Assurances, etc. The Grantor Company agrees that, from time to time at its own expense, it Company will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Company Collateral. Without limiting the generality of the foregoing, the Grantor Company will : (ai) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract Receivables, and, at the request of the Collateral AgentAdministrative Agent after and during the continuance of an Event of Default, each Related Contract, each Assigned Agreement, and each of its the Company’s records pertaining to the Company Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract Contract, Assigned Agreement or Company Collateral is subject to the security interest granted hereby; ; (bii) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, upon the request of the Administrative Agent, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; ; (ciii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 37263727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (div) furnish to the Collateral Administrative Agent, from time to time at as the Collateral Agent's Administrative Agent may reasonably request, statements and schedules further identifying and describing the Company Collateral and such other reports in connection with the Company Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor Company hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral Company Collateral, without the signature of the Grantor Company where permitted by law. A carbon, photographic or other reproduction of this Company Security Agreement or any financing statement covering the Company Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Company will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Company Collateral pledged or assigned by it hereunder and such other reports in connection with such Company Collateral as the Administrative Agent may reasonably request, all in reasonable detail. Company hereby covenants and agrees that it will deliver to the Administrative Agent a supplement to Schedule 2 to this Agreement promptly upon entering into any additional Assigned Agreement, and each such supplement shall thereupon become for all purposes a part of such Schedule 2. Company hereby covenants and agrees that, upon the reasonable request of the Administrative Agent, it will open and maintain lockbox accounts with banks that enter into letter agreements standard and customary in financings of this type with Company and the Administrative Agent.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further actionaction (including the filing of any Uniform Commercial Code continuation statements), that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least (excluding any Receivable with respect to which the payment owed to such Grantor (other than by the Company or any Subsidiary thereof) does not exceed $500,000 550,000) shall be evidenced by a promissory note or other instrumentInstrument, negotiable document or chattel paperChattel Paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrumentInstrument, negotiable document or chattel paper Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; (b) take such actions as are reasonably requested by the Collateral Agent in order to allow the Collateral Agent to obtain control with respect to all Collateral consisting of (i) Letter-of-Credit Rights and (ii) Electronic Chattel Paper; (c) authorize, execute (if necessary) and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order reasonably request to perfect effectuate the foregoing and preserve provide copies of the security interests and other rights granted or purported to be granted same to the Collateral Agent herebyAgent; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to which may describe the Collateral of such Grantor as “all or any part assets of the Debtor (other than Excluded Collateral without (as defined in that certain Security Agreement, dated as of March 29, 2007, among, inter alia, the signature Debtor and the Secured Party))” or “all personal property of the Grantor where permitted by lawDebtor (other than Excluded Collateral (as defined in that certain Security Agreement, dated as of March 29, 2007, among, inter alia, the Debtor and the Secured Party))”. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the each Grantor will: (a) at from time to time upon the request of the Collateral Administrative Agent, xxxx conspicuously each document included promptly deliver to the Administrative Agent such instruments and similar documents, reasonably satisfactory in form and substance to the InventoryAdministrative Agent, each chattel paper included with respect to such Collateral representing an amount payable in excess of $1,000,000 as the Receivables Administrative Agent may reasonably request and each Related Contract andwill, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Event of Default, (i) promptly transfer any securities constituting Collateral into the Collateral with a legend, in form name of any nominee designated by the Administrative Agent and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (bii) if any Receivable having a value of at least $500,000 Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrument, negotiable document or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such Instrument, negotiable Document, promissory note, instrument, negotiable document or chattel paper tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (cb) execute file (and file hereby authorize the Administrative Agent to file) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as that the Collateral Administrative Agent may request, reasonably request in order to perfect and preserve the security interests in accordance with the UCC and other applicable Texas law and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; and (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to The authorization contained in Section 4.5(b) above shall be irrevocable and continuing until the foregoing and the grant of the security interest hereunder, the Termination Date. Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirabledesirable (provided that it is reasonable), or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document (evidencing title) included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Administrative Agent, upon the occurrence and during the continuance of an Event of Default each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Such Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will (a) at the request of the Collateral Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Administrative Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent (if requested by the Administrative Agent following the occurrence and during the continuance of a Specified Default) hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. ss. Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or desirable, or as the Collateral Administrative Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Administrative Agent hereby; (d) not enter into any agreement amending, supplementing, or waiving any provision of any Intercompany Note (including any underlying instrument pursuant to which such Intercompany Note is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof; (e) promptly execute and deliver all further instruments (including in the event that the issuer of any Security comprising Collateral of such Grantor is a Foreign Subsidiary of such Grantor, by entering into a Foreign Pledge Agreement), and take all further action, that may be necessary or desirable, or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral; (f) cause the Administrative Agent to be listed as the lienholder on the certificate of title or ownership relating to (i) any Motor Vehicle owned by such Grantor that has a fair market value of at least $50,000 or (ii) at the request of the Administrative Agent, any other Motor Vehicle owned by such Grantor; (g) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Intercompany Note or other instrument constituting Collateral; and (dh) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the such Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the such Grantor where permitted by law. A carbon, photographic or other reproduction of this Security and Pledge Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. The Grantor agrees that(a) Subject to clause (b) below, each Obligor will, and will cause each of the other Obligors to, grant to the Administrative Agent, for the benefit of the Secured Parties, security interests in such assets (other than Excluded Assets) of such Obligor and such other Obligors as are not covered by the grant and perfection requirements of Section 7 hereto or any other Security Document as of the Closing Date (other than Excluded Assets), and as may be reasonably requested from time to time at its own expenseby the Administrative Agent or the Required Lenders. Subject to the limitations set forth herein or any other Loan Document, it will promptly execute and deliver all further instruments and documents, and take all further action, upon the reasonable request by the Administrative Agent the Obligors shall (i) assist in correcting any jointly identified material defect or error that may be necessary discovered in the execution, acknowledgment, filing or desirablerecordation of any Security Document or other document or instrument relating to any Collateral, or that and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances, and other instruments as the Collateral Administrative Agent may request, reasonably request from time to time in order to perfect, preserve carry out more effectively the purposes of Section 7 and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with Security Documents. (b) With respect to any Collateral. Without limiting Person that is or becomes a Subsidiary after the generality Petition Date, other than an Immaterial Subsidiary, promptly (and in any event, by the time required by the Administrative Agent) (i) deliver to the Administrative Agent or its bailee the certificates, if any, representing all (or such lesser amount as is required) of the foregoingEquity Interests of any such Subsidiary that is a direct Subsidiary of an Obligor, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the Grantor will holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Obligor together with instruments of transfer executed in blank by a duly authorized officer of such Obligor, (aii) cause such new Subsidiary (A) to execute a joinder agreement, substantially in the form of Exhibit G hereto, and (B) subject to the limitation in Section 7, to take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to cause the Lien on the Collateral of such Subsidiary created by Section 7 hereof or the applicable Security Document to be duly perfected in accordance with all Applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, and (iii) at the request of the Collateral Administrative Agent, xxxx conspicuously each document included in the Inventory, each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining deliver to the Collateral with Administrative Agent a legendsigned copy of an opinion, in form and substance satisfactory addressed to the Collateral AgentAdministrative Agent and the other Lenders, indicating that such document, chattel paper, Related Contract or Collateral is subject of counsel to the security interest granted hereby; (b) if any Receivable having a value of at least $500,000 shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge Obligors reasonably acceptable to the Collateral Administrative Agent hereunder as to such promissory note, instrument, negotiable document or chattel paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all matters set forth in form and substance satisfactory to this Section 10.1.9(b) as the Collateral Agent;Administrative Agent may reasonably request. (c) execute and file Each Obligor agrees that each action required by clause (a) of this Section 10.1.9 shall be completed no event later than 10 calendar days after such financing or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or action is required to be taken pursuant to such clauses or requested to be taken by the federal assignment of claims statute, 31 U.S.C. ss. 3726, any successor Administrative Agent or amended version thereof the Required Lenders (or any regulation promulgated under or pursuant to any version thereofsuch longer period as the Administrative Agent shall otherwise agree), as the case may be; provided, that in no event will the Borrower or any of its Subsidiaries be necessary required to take any action, other than using its commercially reasonable efforts (which shall in any event include filing any applicable petition, motion, request or desirable, or as the Collateral Agent may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby; and (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's request, statements and schedules further identifying and describing the Collateral and such other reports in connection similar with the Collateral as the Collateral Agent may reasonably requestBankruptcy Court), all in reasonable detail. With to obtain consents from third parties with respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law. A carbon, photographic or other reproduction compliance with clause (a) of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by lawSection 10.1.9.